Internationella Engelska Skolan's independent members of the Board of Directors unanimously recommends the shareholders not to accept the Offeror's mandatory public offer.
Background
This statement is made by
On
The Board notes that the price per share which the Offeror is offering represents a premium of[3]:
· approximately 5 per cent compared to the closing price of
· approximately -1 per cent compared to the closing price of
· approximately 4 per cent compared to the volume-weighted average share price of
· approximately 9 per cent compared to the volume-weighted average share price of
The Offer was published in connection with the Offeror exercising call options as well as acquiring ordinary shares in IES entailing that the Offeror and members of the Consortium will own or otherwise control shares in IES corresponding to 73.19 per cent of the shares and votes. In addition, the Offeror has obtained irrevocable undertakings from certain shareholders in IES to accept the Offer, which together with the shares and call options held by the Offeror corresponds to 74.84 per cent of the total number of shares and votes in IES. The price paid for the shares acquired through the option contract (including option premium) was lower than the price in the Offer.
According to the timetable included in the offer document for the Offer which was made public on
The Board has appointed an independent bid committee within itself, consisting of the Board Members
As part of the Board's assessment of the Offer, the Board has appointed
The Offer's impact on employees etc.
Under the Takeover Rules, the Board must, on the basis of the Offeror's statements in the Offer, present its opinion regarding the impact that the implementation of the Offer may have on IES, particularly in terms of employment, and its opinion regarding the Offeror's strategic plans for IES and the anticipated effects such plans will have on employment and on the locations where the Company conducts its business.
The leader of the Consortium, Paradigm Capital SICAV, has held ordinary shares in IES since the initial public offering and listing of IES in 2016 and sees the transaction as a possibility to continue to invest in a quality company that has a clear and focused business model and with a history of contributions to society. The Offeror's intentions do not currently entail that the implementation of the Offer will involve any material changes with regards to IES' management and employees, including their terms of employment, or IES's operations or the locations where IES conducts business, in accordance with information in the Offer Document. Paradigm also states that they intend to create long-term stability for IES.
The Board assumes that this description is correct and has in relevant respects no reason to take a different view.
The Board's recommendation
The Board's opinion of the Offer is based on an assessment of a number of factors that the Board has considered relevant for the evaluation of the Offer. These factors include, but are not limited to, the Company's current position and expected future development and possibilities and risks related thereto.
In evaluating the Offer, the Board has also analysed the Offer using the methods normally used for evaluating public offers for listed companies, including IES's valuation relative to comparable companies and comparable acquisitions, premiums in previous public offers on Nasdaq Stockholm, the stock market's expectations on the Company and the Board's view on the Company's long-term value based on its expected cash flow generation.
The assessment is also based on
Following an overall assessment, the Board is of the opinion that the Offer does not reflect IES's growth potential and value from a financial point of view. In light of the above, and on the basis of the current market valuations, the Board therefore unanimously recommends IES's shareholders to not accept the Offer.
However, the Board is of the opinion that it is beneficial for the Company that a well-known and long-term investor becomes the new majority owner and can contribute to the Company's continued development. The Board therefore believes that the Consortium's entry as new majority owner of IES will be positive for the Company, its continued development and employees. The Board notes that, as a result of the Offer, the liquidity of the Company's share may remain limited or decrease even further, but notes that the establishment of the Consortium was prompted by the acquisition of shares from previous principal owners. The Board intends to evaluate whether there is reason to expand the liquidity-promoting measures which a third party, a so-called liquidity guarantor, currently provides.
This statement shall in all respects be governed by and construed in accordance with Swedish law. Any dispute arising out of or in connection with this statement shall be settled exclusively by Swedish courts.
The Board of Directors
For further information, please contact:
via
e-mail: emma.rheborg@engelska.se
This information is information that
About Internationella Engelska Skolan
Internationella Engelska Skolan, IES, is one of the leading free school operators in
IES
Internationella Engelska Skolan was founded in 1993 and is in its 28th year of operation. Throughout this period, its schools have been defined by the three core convictions of its founder, Mrs. Barbara Bergström:
· A safe and orderly environment, where teachers can teach and students learn.
· To command the English language − the key to the world.
· High academic expectations and aspirations.
Up to half of the teaching in IES schools in
IES's student base is in growing strongly. Over the past ten years, total operating income has increased by an average of 16% per year. In the most recent financial year 2019/20, which concluded on
Internationella Engelska Skolan has been listed on Nasdaq Stockholm Mid Cap, with the ticker ENG, since 2016.
1. The Board Members
2. Previously Grundstenen 300029 AB.
3. Based on information in the Offer Document.
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